Earn-Out Payments Sample Clauses
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Earn-Out Payments. (i) Pursuant to the Purchase Agreement, the WME Member or the Company, as applicable, are the obligors in respect of a portion of the Earn-Out Payment. Subject to Section 7.03(g)(ii), the Earn-Out Payments may be funded in any of the following manners (or any combination thereof) as determined by unanimous Board approval (provided that if unanimous Board approval is not obtained, the WME Member or the Company, as applicable, shall nevertheless be permitted to comply with their respective obligations to the Earn-Out Recipients under the Purchase Agreement): (A) for so long as the January Capital Member is a Member, a special cash distribution by the Company to the January Capital Member in consideration of that portion of the Earn-Out Payment due to the January Capital Member, (B) a cash distribution to all Common Members on a pro rata basis to enable the Common Members (other than the Class B Members) to make Earn-Out Payments to the Earn-Out Recipients (provided that all such Common Members shall be required to make such Earn-Out Payment following receipt of such distribution), (C) a special cash distribution by the Company to the WME Member to fund Earn-Out Payments by the WME Member to the Earn-Out Recipients (provided that the WME Member shall be required to make such Earn-Out Payment following receipt of such distribution), and (D) funding by the WME Member (and to the extent agreed to by the Sponsor Members, the Sponsor Members) for Earn-Out Payments to the Earn-Out Recipients.
(ii) The Earn-Out Payments shall be subject to the following rules: (A) Earn-Out Payments to the January Capital Member will, to the extent permitted under the terms of any indebtedness and Senior Equity of the Company and its Subsidiaries and Annex A, and to the extent the WME Directors reasonably determine (after meaningful consultation with the full Board) that doing so would not have an adverse impact on the Company or its Subsidiaries, for so long as the January Capital Member is a Member, be distributed by the Company to the January Capital Member (subject, in each case, to clause (B) below) (provided that, for purposes of clarification, the January Capital Member shall not lose or waive its right to receive unpaid Earn-Out Payments solely because it ceases to be a Member; provided further that, if the Company is prohibited under the terms of any indebtedness or Senior Equity of the Company or its Subsidiaries or Annex A, or the Board otherwise determines that doing so w...
Earn-Out Payments. 4.1.1 As a subsequent increase of the Initial Purchase Price, the Purchaser shall pay to the Sellers
(a) a one-time (einmalig) earn-out payment amounting to 90% of the amount by which the Earn-Out EBITDA (as defined in Section 4.1.2 below) for the period from 1 January 2012 to 31 December 2012 (both dates inclusive) (the Initial Earn-Out Period) plus or minus the amount of the Inventory Value True-Up Adjustment (as defined in, and calculated in accordance with, Annex 4.1.1) for the Initial Earn-Out Period exceeds USD 115,000,000 (in words: one hundred fifteen million US Dollars) (the First Earn-Out Amount) minus the respective Proportionate Income Tax (as defined in Section 4.1.3 below) (the First Earn-Out Payment); and
(b) a one-time earn-out payment amounting to 60% of the amount by which the Earn-Out EBITDA for the period from 1 January 2012 until 31 December 2014 (both dates inclusive) (the Overall Earn-Out Period) plus or minus the amount of the Inventory Value True-Up Adjustment (as defined in, and calculated in accordance with, Annex 4.1.1) for the Overall Earn-Out Period exceeds USD 263,000,000 (in words: two hundred sixty-three million US Dollars) (the Second Earn-Out Amount) minus the respective Proportionate Income Tax minus the amount of the First Earn-Out Payment if any (the Second Earn-Out Payment) (the Initial Earn-Out Period and the Overall Earn-Out Period individually also an Earn-Out Period and collectively the Earn-Out Periods) (the First Earn-Out Amount and the Second Earn-Out Amount individually also an Earn-Out Amount and collectively the Earn-Out Amounts) (the First Earn-Out Payment and the Second Earn-Out Payment individually also an Earn-Out Payment and collectively the Earn-Out Payments).
Earn-Out Payments. (a) National General will pay to ACP and ACP will accept from National General, an amount in cash equal to three percent (3%) of Subject Premium for the three-year period following the Effective Time (the "Earn-Out Period"), which shall be payable semi-annually on the terms herein (each such payment, an "Earn-Out Payment"). The aggregate amount of all Earn-Out Payments shall not exceed $30 million. The parties agree that National General shall be entitled to set off any amounts due or payable to ACP hereunder against any amounts otherwise due and payable by ACP to National General or its Affiliates in connection with the Transactions.
(b) On the last Business Day of the month following each Measurement Date during the Earn-Out Period, National General shall notify ACP in writing of the Subject Premium for the six-month period ending on such Measurement Date (except with respect to the initial Measurement Date, which shall provide the Subject Premium beginning at the Effective Time and ending on the initial Measurement Date) and National General shall pay to ACP the Earn-Out Payment in respect of such period by wire transfer in immediately available funds to the Reserve Account (as such term is defined in the Credit Agreement). During the five-day period immediately following ACP's receipt of an Earn-Out Payment, ACP shall be permitted to review National General's books and records and National General's working papers to the extent solely related to the determination of the Subject Premium and the applicable Earn-Out Payment.
Earn-Out Payments. (1) For the four-year period beginning January 1, 2007 (the “Earn-Out Period”), Purchaser shall pay to Shareholder the percentage set forth on Schedule 5(a) hereto of the aggregate Earn-Out in accordance with the provisions hereof (the “Shareholder Percentage”) with respect to each Calculation Period within the Earn-Out Period an amount (each, an “Earn-Out Payment”) equal to (i)(A) the Combined Revenue minus (B) the Minimum Revenue Amount, multiplied by (ii) the percentage set forth on Schedule 5(b) hereto; provided, however, that no Earn-Out Payment shall be made in any Calculation Period unless the Earn-Out Conditions for such Calculation Period shall have been satisfied.
(2) For purposes hereof, the following definitions shall apply:
Earn-Out Payments. (a) With respect to the period commencing on the Closing Date through December 31, 2018 (the “Earn-Out Period”), Buyer shall, subject to and on the terms set forth in Section 2.06(b), pay to Seller the amount equal to the applicable Earn-Out Percentage (as provided in the Earn-Out Table in Section 2.06(c) for the corresponding calendar quarters in the Earn-Out Table) multiplied by the applicable Earn-Out Revenue for such quarter. Earn-Out Payments are deemed to be additional Purchase Price and shall be paid by wire transfer to an account designated in writing by Seller to Buyer no later than two Business Days prior to the Closing Date or such other account designated in writing by Seller to Buyer from time to time.
(b) The Earn-Out Payment payable for the period between the Closing Date and December 31, 2014 shall be remitted to Seller within 60 days following the end of the 4th calendar quarter of 2014 (the “First Earn-Out Payment”) and all subsequent Earn-Out Payments shall be remitted to Seller within 60 days following the end of each subsequent calendar quarter, unless a Notice of Earn-Out Disagreement is given by Seller pursuant to Section 2.06(f), and in such case then within five (5) Business Days after final determination of the Earn-Out Revenue to which such Earn-Out Payment relates pursuant to Section 2.06(f) and (g) (each a “Quarterly Earn-Out Payment”); provided, however, that (x) neither the First Earn-Out Payment nor any Quarterly Earn-Out Payment shall be made if the aggregate Earn-Out Revenue is $3,000,000 (or with respect to the First Earn-Out Payment, the same proportion of $3,000,000 that the number of days from the Closing Date to December 31, 2014 bears to 365) or less for the rolling 12-month period immediately preceding the end of the calendar quarter for which such Quarterly Earn-Out Payment is calculated (or, with respect to the First Earn-Out Payment, the period beginning on the Closing Date and ending on December 31, 2014), and (y) in the event that there is a Notice of Earn-Out Disagreement with respect to any Quarterly Earn-Out Payment, then the amount set forth in the applicable Earn-Out Statement shall be paid within 60 days after the end of the calendar quarter to which such Earn-Out Statement Relates and any portion of the Quarterly Earn-Out Payment that is finally determined to be due will be paid within five (5) Business Days after such determination. Buyer and Seller agree that revenue for Aetrium handlers leased to cust...
Earn-Out Payments. Subject to Sections 2.3(c), (d) and (g) and Section 5.9, during the Earn-Out Period:
(i) For all Product sold in Territory Zone 1, Buyer shall make payments to Sellers’ Representative on aggregate Net Sales of the Product equal to [***] of the first [***] in aggregate annual Net Sales generated by the Product plus [***] of the aggregate annual Net Sales of the Product between [***] and [***] plus [***] of aggregate annual Net Sales of the Product in excess of [***].
(ii) For all Product sold in Territory Zone 2, Buyer shall make payments to Sellers’ Representative on aggregate Net Sales of the Product equal [***] of the first [***] in aggregate annual Net Sales generated by the Product plus [***] of aggregate annual Net Sales of the Product between [***] and [***] plus [***] of aggregate annual Net Sales of the Product in excess of [***].
Earn-Out Payments. (a) The first Earn-Out Payment shall be equal to ten percent (10%) of the gross profit attributable to the Business during the first twelve-month period following the Closing Date. Buyer shall make the first Earn-Out Payment to Seller on the first business day of the sixteenth month after the Closing Date.
(b) The second Earn-Out Payment shall be equal to ten percent (10%) of the gross profit attributable to the Business during the second twelve-month period following the Closing Date. Buyer shall make the second Earn-Out Payment to Seller on the first business day of the twenty-eighth month after the Closing Date.
(c) The third Earn-Out Payment shall be equal to five percent (5%) of the gross profit attributable to the Business during the third twelve-month period following the Closing Date. Buyer shall make the third Earn-Out Payment to Seller on the first business day of the fortieth month after the Closing Date.
(d) For purposes of calculating the Earn-Out Payments, gross profit shall be defined as the difference between Business sales revenue and associated cost of goods sold. Sales revenue means all monies, instruments, assets and other things of value received or receivable by Buyer or any of its Affiliates in connection with Buyer’s operation of the Business. Cost of goods sold means direct material cost, direct labor cost and factory burden incurred by Buyer or its Affiliates directly associated with the manufacture of goods sold in connection with Buyer’s operation of the Business.
(e) Upon Seller’s request, Seller may, at its own expense and during regular business hours, examine or cause to be examined by a certified public accountant the books of account of Buyer insofar as they relate to the calculation of any Earn-Out Payment. If, as a result of such an audit, it is determined that there has been an underpayment of amounts due to Seller hereunder, Buyer shall immediately pay to Seller an amount equal to the resulting underpayment. If the resulting underpayment is greater than five percent (5%) of the correct Earn-Out Payment amount, Buyer shall immediately reimburse Seller for the cost of the audit.
Earn-Out Payments. (a) Buyer shall make additional payments to the Members (collectively, the “Earn-Out Payments”) based on the Pro Rata Portion of the Company owned by each Member immediately prior to the Effective Time equal to the sum of:
(i) for each of the first four 12-month periods following the end of the quarter in which the Closing occurs (each, an “Earn-Out Period”), an amount equal to the product of (A) the E-Rate Gross Profit attributable to such Earn-Out Period (not to exceed $12,500,000 for all Earn-Out Periods), multiplied by (B) two; provided, however, that in no event shall payments under this clause (i) exceed in the aggregate $25,000,000; plus
(ii) in the event that the E-Rate Gross Profit for the first two Earn-Out Periods, in the aggregate, exceeds $18,000,000, an amount equal to the product of (A) the E-Rate Gross Profit for the first two Earn-Out Periods in excess of $18,000,000, multiplied by (B) two; provided, however, that in no event shall payments under this clause (ii) exceed in the aggregate $10,000,000; plus
(iii) accrued interest on the amounts payable pursuant to the foregoing clause (i) at the rate of 5% per annum, compounded monthly; provided, that the accrued interest shall be calculated on such amounts from the Closing Date through the estimated date of the applicable Earn-Out Payments. For purposes of clarity, if no Earn-Out Payments are due, no accrued interest amounts are payable. For the avoidance of doubt, in no event will the aggregate Earn-Out Payments under clauses (i) and (ii) immediately preceding exceed in the aggregate $35,000,000 plus accrued interest computed in accordance with clause (iii) immediately preceding. Notwithstanding the foregoing, if, at any time during any Earn-Out Period, any of the events specified on Schedule 1.12(a) attached hereto (each an “Earn-Out Termination Event”) occurs:
(1) the Earn-Out Periods hereunder shall cease for periods beginning as of the first day of the calendar quarter in which such Earn-Out Termination Event occurred (the “Earn-Out End Date”), and
(2) the aggregate Earn-Out Payments that Members are entitled to receive under clauses (i) and (ii) of Section 1.12(a) for the period commencing on the first day of the first Earn-Out Period and ending on the Earn-Out End Date (the “Earn-Out Termination Period”) shall be equal to the sum of:
Earn-Out Payments. Subject to the Purchaser’s right to offset amounts pursuant to Section 5.3(g), the Purchaser will pay to the Seller the additional payments as follows (each such payment, an “Earnout Payment,” and collectively, the “Earnout Payments”):
(a) A one-time cash payment in the amount of $20,000,000 (the “OEM Earnout”) payable upon completion, to the Purchaser’s reasonable satisfaction, of each of the actions described in Schedule 1.8(a) (the “OEM Earnout Conditions”), which shall be payable in the manner described in Section 1.8(e) below.
(b) A one-time cash payment (“Transfer Earnout”) in the amount of (i) $17,000,000 in the event that the Seller submits for EU MDR Certification for the Seller Products within 15 months of the First Closing Date, and the Second Closing has not yet taken place, or (ii) $13,000,000 in the event that the Seller submits for EU MDR Certification for the Seller Products after 15 months have passed since the First Closing Date, and the Second Closing has not yet taken place.
(c) Payments based on Net Sales (each, a “Net Sales Earnout,” and collectively, the “Net Sales Earnouts”), as follows:
(i) A one-time cash amount equal to 100% of the Net Sales achieved in the first four full fiscal quarters of the Purchaser after Purchaser’s first commercial sale of a Seller Product following satisfaction of the OEM Earnout Conditions (such period, the “Net Sales Earnout Period 1”), which shall be payable in the manner described in Section 1.8(e) below;
(ii) A one-time cash amount equal to 75% of the Net Sales achieved in the four fiscal quarters of the Purchaser immediately following the end of Net Sales Earnout Period 1 (such period, the “Net Sales Earnout Period 2”), which shall be payable in the manner described in Section 1.8(e) below;
(iii) A one-time cash amount equal to 50% of the Net Sales achieved in the four fiscal quarters of the Purchaser immediately following the end of Net Sales Earnout Period 2 (such period, the “Net Sales Earnout Period 3”), which shall be payable in the manner described in Section 1.8(e) below; and
(iv) A one-time cash amount equal to 50% of the Net Sales achieved in the four fiscal quarters of the Purchaser immediately following the end of Net Sales Earnout Period 3 (such period, the “Net Sales Earnout Period 4”), which shall be payable in the manner described in Section 1.8(e) below.
(d) The Seller acknowledges and agrees that the Purchaser is entitled to conduct the Business in a manner that is in the be...
Earn-Out Payments. (a) Upon the terms and conditions set forth in this Agreement, following the Closing Date, upon final determination thereof in accordance with this Section 2.3, Purchaser shall make the following additional payments, if any, to Sellers:
(i) In the event that, during the fiscal year beginning on October 1, 2009 and ending on September 30, 2010 (the “First Earn-Out Period”), the Purchaser generates Business Revenues (such Business Revenues, the “First Earn-Out Revenue”) in an amount equal to or greater than Two-Hundred Thirty Million Dollars ($230,000,000) (the “First Earn-Out Tier I Target”), then Purchaser shall, on a one-time basis, pay to Sellers an amount calculated as follows (such payment, the “First Earn-Out Payment”):
(A) if the First Earn-Out Revenue is equal to the First Earn-Out Tier I Target, the First Earn-Out Payment shall be Five Million Dollars ($5,000,000) (the “Basic Earn-Out Payment”); or
(B) if the First Earn-Out Revenue is greater than the First Earn-Out Tier I Target but equal to or less than Two-Hundred Fifty Million Dollars ($250,000,000) (the “First Earn-Out Tier II Target”), then the First Earn-Out Payment shall equal the sum of (i) the Basic Earn-Out Payment, plus (ii) the product of (X) Five-Million Dollars ($5,000,000), multiplied by (Y) the quotient obtained by dividing (1) the difference of (a) the First Earn-Out Revenue, minus, (b) the First Earn-Out Tier I Target, by (2) Twenty Million (20,000,000); or
(C) if the First Earn-Out Revenue is greater than the First Earn-Out Tier II Target but less than Two-Hundred Sixty-Five Million Dollars ($265,000,000) (the “First Earn-Out Tier III Target”), then the First Earn-Out Payment shall equal the sum of (i) Ten Million Dollars ($10,000,000), plus (ii) the product of (X) Five-Million Dollars ($5,000,000), multiplied by (Y) the quotient obtained by dividing (1) the difference of (a) the First Earn-Out Revenue, minus, (b) the First Earn-Out Tier II Target, by (2) Fifteen Million (15,000,000); or
(D) if the First Earn-Out Revenue is equal to or greater than the First Earn-Out Tier III Target, then the First Earn-Out Payment shall equal Fifteen Million Dollars ($15,000,000) (the “Maximum Earn-Out Payment”). For the avoidance of doubt, if the First Earn-Out Revenue is less than the First Earn-Out Tier I Target, no payment shall be made to Sellers in respect of the First Earn-Out Period.
(ii) In the event that, during the fiscal year beginning on October 1, 2010 and ending on September 30, ...